Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
McNamee Patrick
   2. Issuer Name and Ticker or Trading Symbol
Express Scripts Holding Co. [ESRX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Operating Officer
(Last)
(First)
(Middle)
C/O EXPRESS SCRIPTS HOLDING COMPANY, ONE EXPRESS WAY		 3. Date of Earliest Transaction (Month/Day/Year)
04/02/2012
(Street)

ST. LOUIS, MO 63121		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/02/2012   A(1)   83,987 A (1) 83,987 D  
Common Stock 04/02/2012   A(1)   34,944 A (1) 34,944 I By Spouse Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $ 21.8175 04/02/2012   A(1)   37,616     (2) 02/28/2013 Express Scripts Holding Company Common Stock 37,616 (1) 37,616 D  
Stock Appreciation Right $ 19.6625 04/02/2012   A(1)   63,388     (2) 02/22/2014 Express Scripts Holding Company Common Stock 63,388 (1) 63,388 D  
Non-Qualified Stock Option (Right-to-Buy) $ 31.92 04/02/2012   A(1)   77,518     (2) 02/26/2015 Express Scripts Holding Company Common Stock 77,518 (1) 77,518 D  
Non-Qualified Stock Option (Right-to-Buy) $ 22.87 04/02/2012   A(1)   106,454     (2) 03/02/2016 Express Scripts Holding Company Common Stock 106,454 (1) 106,454 D  
Non-Qualified Stock Option (Right-to-Buy) $ 49.495 04/02/2012   A(1)   52,938     (3) 03/03/2017 Express Scripts Holding Company Common Stock 52,938 (1) 52,938 D  
Non-Qualified Stock Option (Right-to-Buy) $ 56.5 04/02/2012   A(1)   48,415     (4) 03/02/2018 Express Scripts Holding Company Common Stock 48,415 (1) 48,415 D  
Non-Qualified Stock Option (Right-to-Buy) $ 53.05 04/02/2012   A(1)   62,153     (5) 02/27/2019 Express Scripts Holding Company Common Stock 62,153 (1) 62,153 D  
Non-Qualified Stock Option (Right-to-Buy) $ 53.05 04/02/2012   A(1)   13,680     (6) 02/27/2019 Express Scripts Holding Company Common Stock 13,680 (1) 13,680 D  
Phantom Stock Unit $ 0 04/02/2012   A(1)   2,760.205     (7)   (7) Express Scripts Holding Company Common Stock 2,760.205 (1) 2,760.205 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McNamee Patrick
C/O EXPRESS SCRIPTS HOLDING COMPANY
ONE EXPRESS WAY
ST. LOUIS, MO 63121		       EVP & Chief Operating Officer  

Signatures

 Patrick McNamee   04/02/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Common stock and derivative securities of the Issuer were acquired pursuant to the Agreement and Plan of Merger, dated as of July 20, 2011, as amended on November 7, 2011, by and among Express Scripts, Inc., Medco Health Solutions, Inc., the Issuer, Aristotle Merger Sub, Inc., and Plato Merger Sub, Inc. (the "Merger Agreement"). Upon closing of the transactions contemplated by the Merger Agreement, Express Scripts, Inc. became a wholly owned subsidiary of the Issuer, and each share of common stock of Express Scripts, Inc. was converted into one share of common stock of the Issuer. Derivative securities relating to the common stock of Express Scripts, Inc. were converted into derivative securities relating to an equal number of shares of common stock of the Issuer with substantially the same terms and conditions (including vesting schedule and exercise price, if applicable).
(2) Vests in three (3) equal installments of the first three (3) anniversaries of the grant date.
(3) Vests in three (3) equal installments on February 28, 2011, February 28, 2012, and February 28, 2013.
(4) Vests in three (3) equal installments on February 28, 2012, February 28, 2013, and February 28, 2014.
(5) Vests in three (3) equal installments on February 28, 2013, February 28, 2014, and February 28, 2015.
(6) Employee Stock Option, contingent upon consummation of the Medco Merger. Options vest in full on February 28, 2014, provided that the Medco Merger transaction is consummated
(7) Phantom Stock Units credited under Executive Deferred Compensation Plan. Upon distribution each Phantom Stock Unit converts to one share of Common Stock. Shares vest three (3) years after the plan year to which such credit relates.

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